Terms & Conditions

Last Updated: April 1, 2009

You must carefully read the terms and conditions of this website and Use
agreement before You can use or view any of the public or private portions
of the website accessible at VideoChat.com and other live and recorded content
associated with VideoChat.com (the "Website"). You agree that
further accessing or other use of the Website by You constitutes Your express
affirmation that You agree to be bound by this Agreement.

1. PARTIES TO THIS AGREEMENT. The parties to this Use
Agreement (the "Agreement") are You, the User, and VS Media, Inc.
a California corporation (the "Company"), the licensor and/or
owner of the Website. As used in this Agreement, the terms "we," and "us" are
used interchangeably to refer to the Company and the Website; the term "You", "Your" and "User" are
used to refer to you, the user of the Website.

1(a)Subject to Your acceptance of the terms
and conditions set forth in this Agreement (as evidenced by Your submission
login information and checking the Terms and Conditions checkbox on the
login page) the Company agrees to provide to You access to the age restricted
materials and age restricted areas of the Website for so long as You are
in good standing.

1(b)You agree that this Agreement is subject
to change by the Company at any time and changes shall become effective
immediately upon notice to users by e-mail, posting, at or via hyperlink
to the Website, or by mail. You should frequently check the "Terms
and Conditions" link on the Website for changes. You acknowledge and
agree that prior to Your agreement to these terms and conditions that You
have had the opportunity to negotiate the terms of this Agreement and, if
You have elected not to do so, You agree that the terms cannot be further
modified, changed or edited unless You and the Company agree to do so in
writing.

1(c)You agree that any action on Your part
to bookmark to a page on the Website whereby any published warning page,
any age verification page, and/or any other notice posted by the Company,
including the page containing a link to the Website Terms and Conditions
of use is located, is bypassed, such action shall constitute an implicit
acceptance by You of all the Terms and Conditions set forth herein as well
as an explicit acknowledgement or reaffirmation by You that You are an adult
and at least 18 years of age or of the age of majority under the laws of
Your state, province, or country.

2. SEXUALLY EXPLICIT MATERIAL. ALL MATERIALS, INCLUDING
MESSAGES, AND OTHER COMMUNICATIONS, CONTAINED AT THE WEBSITE ARE INTENDED
FOR DISTRIBUTION EXCLUSIVELY TO CONSENTING ADULTS IN LOCATIONS WHERE THE
MATERIALS, MESSAGES AND OTHER COMMUNICATIONS CONTAINED AT THE WEBSITE DO
NOT VIOLATE ANY COMMUNITY STANDARDS OR ANY FEDERAL, STATE, OR LOCAL LAWS
OR REGULATIONS OF THE UNITED STATES OR ANY OTHER COUNTRY. NO PERSONS UNDER
THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) IN PLACES WHERE EIGHTEEN
YEARS IS NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS
ANY OF THE CONTENTS OF THE WEBSITE OR PLACE ANY ORDERS FOR ANY GOODS OR
SERVICES ADVERTISED AT OR IN THE WEBSITE.

YOU HEREBY ACKNOWLEDGE AND REPRESENT THAT YOU KNOW AND UNDERSTAND THAT
THE MATERIALS PRESENTED AT, AND/OR DOWNLOADABLE FROM, THE WEBSITE INCLUDE
EXPLICIT VISUAL, AUDIO, AND/OR TEXTUAL DEPICTIONS OF NUDITY AND SEXUAL ACTIVITIES,
INCLUDING WITHOUT LIMITATION, HETEROSEXUAL, BI-SEXUAL, AND HOMOSEXUAL ACTIVITIES
OF AN EXPLICIT SEXUAL NATURE; THAT YOU ARE FAMILIAR WITH MATERIALS OF THIS
KIND; THAT YOU ARE NOT OFFENDED BY SUCH MATERIALS; AND THAT BY AGREEING
TO THESE TERMS AND CONDITIONS YOU ARE WARRANTING TO THE COMPANY THAT YOU
ARE INTENTIONALLY AND KNOWINGLY SEEKING ACCESS TO SUCH EXPLICIT SEXUAL MATERIALS
FOR YOUR OWN PERSONAL VIEWING.

3. AGE OF MAJORITY. NO PERSONS UNDER THE AGE OF EIGHTEEN
(18) YEARS (TWENTY-ONE (21) IN JURISDICTIONS WHERE EIGHTEEN (18) YEARS IS
NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY
OF THE MATERIAL OR PLACE ANY ORDERS FOR ANY GOODS OR SERVICES ADVERTISED
AT, IN OR THROUGH THE WEBSITE. YOU HEREBY FURTHER AFFIRM AND WARRANT THAT
YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) IN
PLACES WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) AND ARE CAPABLE
OF LAWFULLY ENTERING INTO AND EXECUTING THE TERMS OF THIS AGREEMENT.

4. GRANT OF LIMITED LICENSE. Subject to the terms and
conditions set forth in this Agreement, the Company hereby grants You a
limited, nonexclusive, and nontransferable license to use the Software and
materials made available to You by and through this Website (hereafter "Materials")
solely for Your personal non-commercial use, as provided by the Company
during the period in which You are a user in good standing.

4(a)Acknowledgement of Company Property. You
acknowledge and agree that all Materials contained at the Website are proprietary
and constitute intellectual property owned by the Company or others who
have licensed use of such Materials to the Company. You acknowledge and
agree that as such You may access, view, download, receive, and otherwise
use the Materials available at the Website only as specifically authorized
by the Company and in accordance with the terms and conditions of use, only
on one computer at a time and, if downloadable copies of the Materials are
made available to You by the Website, You may make only a single copy of
such Materials for Your own personal non-commercial use and enjoyment.

4(b)No Materials Sharing. You further
acknowledge that the Company specifically prohibits You from doing any of
the following acts, and You agree not to do any of these prohibited acts:
(a) permitting other individuals to directly or indirectly use or view the
Materials; (b) modifying, translating, reverse engineering, decompiling,
disassembling the Materials (except to the extent applicable laws specifically
prohibit such restriction); (c) making copies or creating derivative works
based on the Materials, except as provided herein; (d) renting, leasing,
or transferring any rights in the Materials; (e) removing any proprietary
notices or labels on the Materials; and, (f) making any other use of the
Materials not expressly permitted herein.

4(c)Expressly Authorized Use Only.
You further represent and warrant to the Company that Your agreement to
these terms and conditions constitutes an agreement that You shall not access,
or attempt to access, any Materials available at the Website in a manner
not expressly authorized by the Company. You agree and warrant that You
shall at no time access, view, download, receive or otherwise use, or cause
or enable others to access, view, download, receive or otherwise use Materials,
directly or indirectly in places which the Company does not authorize such
access, viewing, downloading, receipt or other use.

4(d)No Use In Prohibited Areas. You
hereby acknowledge that You understand that the Company (and all persons
affiliated therewith) does not authorize the accessing, viewing, downloading,
duplication, receiving, transmission, broadcasting or other use of the Materials
contained on the Website to or by any person, INCLUDING YOU, who is located
in any of the areas designated as PROHIBITED AREAS.

4(e)Infringing Unauthorized Use.
You further acknowledge that You understand and agree that any and all unauthorized
access, viewing, downloading, receipt, duplication, or other use of Materials
from the Website, in which You are directly or indirectly involved, including,
but not limited to accessing, viewing, downloading, receiving or other use
of Materials in PROHIBITED AREAS in any
manner shall constitute intentional infringement(s) of the Company's and
potentially others' intellectual property rights and other rights in such
Materials and shall further constitute a violation of Company's trademark
and other rights, including, but not limited to, rights of privacy.

4(f)You further acknowledge that You understand
that any Materials, that You purchased and/or directly participated in,
either in total or in part, such as but not limited to, private shows, may
be seen by other users and/or employees of the Website. Any and all Materials
from and/or appearing on the Website is the intellectual property of and
solely owned by the Company and the Company reserves its right to use the
Materials in any way it chooses in any medium at any time in perpetuity.

5. SOFTWARE LICENSE LIMITATION. WARNING: USE OF THIS
SOFTWARE IS UNAUTHORIZED FOR PURPOSES THAT ARE ILLEGAL IN THE JURISDICTION
WHICH THE SOFTWARE IS INSTALLED OR UNITED STATES LAW, WHICHEVER IS MORE
RESTRICTIVE. USE OF THIS SOFTWARE FOR ILLEGAL PURPOSES CONSTITUTES AN IMMEDIATE
BREACH OF THE USE PORTIONS OF THIS LICENSE. THE COMPANY RESERVES THE RIGHT
TO IMMEDIATELY TERMINATE THE FUNCTIONALITY OF ANY OF ITS PRODUCTS IF SUCH
ILLEGAL USE IS DETECTED OR REPORTED. BY USING THE PROVIDED SOFTWARE, YOU
WAIVE ANY RIGHT TO REMEDIES THAT WOULD ORDINARILY RESULT FROM ANY TERMINATION
OF FUNCTIONALITY BY THE COMPANY.

The Software Applet is provided by the Company to You for the sole purpose
of allowing and facilitating Your use and enjoyment of the Website. The
provided Software Applet is licensed, not sold, to You by Company for use
only under the terms of this Agreement, and Company reserves any rights
not expressly granted to You. You acknowledge and agree that the Company
and its licensors and sub-licensors retain ownership of the Software Applet.

6. PROHIBITED AREAS OF ACCESS. All of the following areas
constitute PROHIBITED AREAS from which no part of the Website may be accessed,
viewed, downloaded or otherwise received. You are solely responsible for
knowing if You are in such a Jurisdiction and if so, You must immediately
terminate Your activities contemplated under this Agreement.

6(a)Prohibited Access Areas In The United
States. All parts of the United States of America corresponding to
the entire areas corresponding to United States Postal Service zip codes
commencing with any of the following three digits:

Please click on the hyperlink above to access list of zip codes identified
by their first three digits listing the prohibited areas in the United
States from which You are not authorized to access or use Website or web
site materials.

6(b)Other Prohibited Access Areas.

All parts of the following countries: Afghanistan, Germany, Kuwait, Iran,
Iraq, Japan, Jordan, Libya, Pakistan, The Republic of China, Singapore,
Saudi Arabia, Syria, The United Arab Emirates all areas subject to Sharia
law Islamic law based on the Koran) Islamic law; and
All parts of every other geophysical place corresponding to a political
entity or part thereof in which the accessing, viewing, downloading or dissemination
of, or other use of the materials contained in the Website would constitute
a violation of any law, regulation, rule or custom.

7. OTHER IMPORTANT ACCESS AND USE RESTRICTIONS.

7(a)Use Subject To This Agreement. You
acknowledge and agree that You may only access, view, download, receive
materials available at, in or through the Website, including Content provided
by any Website content providers ("Website Content Providers"),
including third party content providers, only in accordance with these terms
and conditions and other restrictions set forth in this Agreement and otherwise
posted on the Website, including specific terms and condition associated
with the acquisition of Website Content Provider's Content, and posted revisions
of this Agreement.

7(b)No Commercial Use Of Website By You. You
may access and use the Website only on one computer at a time and You may
make only a single copy of the parts of the Website You access for Your
own personal noncommercial educational and entertainment use and enjoyment.
You may not use content for any commercial purpose whatsoever. You may
not re-publish or provide any parts of the Website or any Website Content
Providers' Content to any other person without express prior written authorization
by the Company. Such prohibited uses include, without limitation, emailing,
phone messaging or any other publication of the Website or Website Content
Provider's Content, in whole or in part, on any web page, including on any
personal web page You may own or be affiliated with, including any MySpace® page,
regardless of whether any of the aforementioned uses are commercial or non-commercial.
Any and all such unauthorized use will constitute intentional copyright
infringement that could subject You to serious potential liability.

7(c)Password Security. You are responsible
for providing all personal computer and communications equipment necessary
to gain access to the Website. Access to and use of the Website is through
the use of a password. You must keep Your password strictly confidential
and You agree that if You share Your unique Login name and/or Your Password
with another individual or entity that Your access to the Website is subject
to immediate termination without notice or reimbursement of any kind and
You are responsible for all fees incurred.

8. TERMINATION OF YOUR LICENSE TO USE WEBSITE. You acknowledge
and agree that We may, in our sole discretion, terminate or suspend Your
access to all or part of the Website at any time, with or without notice,
for any reason, including, without limitation, breach of this Agreement.
Without limiting the generality of the foregoing, any fraudulent, abusive,
or otherwise illegal activity may be grounds for termination of Your access
to all or part of the Website at Our sole discretion, and You may be referred
to appropriate law enforcement agencies.

9. SERVICE MARKS (TRADEMARKS). Video Secrets® and
VideoChat®and VS Media® are registered service
marks of VS Media, Inc. No use of these marks by You or any other User
shall be permitted except through the prior written authorization and permission
of Company. All rights reserved.

10.YOU MAY NOT TRANSFER OR ASSIGN YOUR ACCESS
RIGHTS OR OTHER PRIVILEGES; PASSWORDS. You shall not, under any
circumstances, have the right to transfer or assign Your license to use
the Website or any license(s) to use any Content You might obtain in, at,
through or in association with, the Website, and You acknowledge that any
attempted transfer or assignment of any such rights shall be void from
the beginning. Any passwords that are issued for use at or in association
with the Website or any Content provided by a Website Content Provider
or affiliate are for Your individual use only. You will be responsible
for the security of Your password(s). You must keep password(s) issued
by the Company and/or Website affiliates strictly confidential, and You
hereby agree to do so. If You use a password that the Company considers
to be insecure, the Company shall be entitled to require the password to
be changed and/or terminate Your authorized access to password protected
areas. Any sharing of passwords or any other methods of unauthorized access
to the Website with any other person is strictly forbidden. You agree
that if You become involved in any violation of system security or if the
Company or any Website affiliates reasonably so believes, the Company and
all Website affiliates shall independently have the right to release details
regarding such incidents and Your personal information to governmental
agencies and system administrators at other sites in order to assist them
in resolving security incidents, and to do so without any incurring any
liability to You whatsoever.

11. CODE OF CONDUCT. You agree, warrant and covenant
to use the Website in accordance with the following Code of Conduct and
that we may terminate Your right to use or access the Website and/or Content
for violating any of these provisions:

11(a)No Illegal Use. You will not
use the Website to engage in any form of illegal conduct, harassment or
offensive behavior, including but not limited to the posting or uploading
of communications or any graphic, video or audio content to the Website
which contain libelous, slanderous, abusive or defamatory statements, or
racist, obscene or offensive language.

11(b)No Infringing Use. You will
not use the Website to infringe the privacy rights, property rights, including
intellectual property rights, or any other rights of any person or entity,
including, without limitation, the Company's rights, Website affiliate's
rights or any other Website user's rights.

11(c)No Violation of Community Standards.
You will not download or access any content available at or in association
with the Website that does not comply with the community standards of the
community to which You desire to have such content delivered or transmitted.

12. MEMBERSHIPS FEES; CANCELLATION. By accepting membership
to Website and by accessing the content of Website You authorize the charges
set forth below and agree to the following: a) Membership fees to Website
are subject to change at any time at the sole and absolute discretion of
Company. The official standard fee-for-service membership rates for the
Website shall be set forth on the Website; b) All cancellations received
by the Company are effective upon receipt; c) You hereby acknowledge and
agree that if You cancel Your monthly membership, or if Your membership
is cancelled by the Company, Your username and password will be removed
from the system at the end of the then current monthly membership period
and that You will be entitled to receive the full benefits of Your monthly
membership until the end of such period. You agree that if You cancel at
any time after purchasing fee-for-service credits from Website, You will
still be charged the full processing fee. The Company may, at any time and
at its sole discretion, cancel any membership; provided, however, that the
Company shall refund all unused fee-for-service credit by automatic credit
and waive the processing fee. You hereby authorize the Company to charge
Your payment account (which You hereby acknowledge was entered by You into
the sign-up page) to pay for Your fee-for-service fees to Website at the
then current standard rate. You further authorize the Company to charge
Your payment account for any and all purchases of products, services, and
entertainment available through, at, in or on, or provided by, Website.
You further agree to be personally liable for all charges incurred by You
during or through the use of Website. Your liability for such charges shall
continue after termination of Your membership The fee schedule for one-on-one
and peep products is published at the Website. The pricing may change from
time to time and it is Your responsibility to check this pricing to keep
up-to-date.

13. NO TRANSFER OR ASSIGNMENT OF MEMBERSHIP. You agree
that as a Member of the Website You shall not, under any circumstances,
have the right to transfer or assign Your membership to any other person
or entity, and that any attempted transfer or assignment of a membership
shall be void. Your further agree that the Company, may at any time at its
sole discretion and without prior notice to You, transfer or assign Your
membership in the Website to an affiliated or non-affiliated Company.

14. PAYMENT AUTHORIZATION. Payment for the services
provided to You at, and/or through Website may be made by automatic debit
to Your payment account and You hereby authorize Company and its agents
to transact such payments on Your behalf in the medium that is the normal
course of business between You and the Company. Unless and until You notify
Company that You wish to cancel or terminated Your Website membership, You
hereby agree and authorize Company or its designated agent or assignee to
use Your subscription information to Website for repurchase of fee-for-service
credits as directed by You and to charge Your payment account to pay for
such. You further authorize Company or its designated agent or assignee
to charge Your payment account for any and all purchases of products, services,
and entertainment provided to You by Website or for which You sign up.

You further agree that as a Member, You must promptly inform Company of
any and all the following: loss or theft of the payment account used to
pay for Membership to the Website or other goods or services obtained in,
at, or through the Website; changes in the expiration date of the payment
account; changes in home or billing address; apparent breaches of security
regarding Your Membership, such as loss, theft, unauthorized disclosure
or use of an ID or password; and all other changes pertaining to Your payment
account used to pay for services pursuant to this Agreement which may affect
Company's ability to expeditiously obtain payments due to Company. You agree
that You will remain liable for any unauthorized use of Website or any of
its services associated with Your Membership, until You have notified Company's
Customer Service as to any of the aforementioned.

Please visit CommerceGate.com our authorized E-ticker, sales agent, and
access manager provider. CommerceGate.com and 2000Charge.com are authorized
billing agents for this website. By clicking "submit", you are
also agreeing to be bound by their terms and conditions. Charges on your
statement will appear as one of the following: VS3.COM, 2000CHARGE, or CGBILLING.

15. FRAUDULENT USE OF CARD. You hereby agree that as
to any fraudulent reporting of a lost or stolen payment account used to
obtain goods or services from Website or any fraudulent reporting of an
unauthorized charge to Website on Your payment account which has been made
by You or anyone under Your authority, at a time when a charge or other
obligation for payment for goods and/or services to Website remains outstanding
at the time of such fraudulent reporting, You shall be liable to the Company
for liquidated damages of $30,000.00. The liability for liquidated damages
specified in this Paragraph shall not limit any other liability You may
have for breach of any other term, condition, promise, and/or warranty set
forth in this Agreement. You further acknowledge and agree that You will
remain liable to the Company for any unauthorized use of the Website associated
with Your Membership.

16. TERMINATION OF MEMBERSHIP. Membership to the Website
may be terminated at any time, with or without cause, by either Company
or Member, subject to the cancellation policy and procedures set forth in
this Agreement. Your liability for all charges incurred during Your Membership
term shall continue after termination, for any reason, of Your membership.

17. AUTHORIZATION AND PERMISSION TO COMMUNICATE WITH YOU.
Please read our PRIVACY POLICY. You hereby
authorize, permit and request notices, advertisements, e-mail and other
communications to be sent to You from the Company and from Website affiliates,
Website Content Providers and/or their authorized agents, assigns, representatives,
successors, affiliates and contractors. You acknowledge and agree that
such communications may include any type of matter, including, without limitation,
communications containing explicit nudity, explicit sexual depictions, sexual
language and explicit sexual situations, including those involving heterosexuality,
homosexuality and transsexuality. You agree that the Company shall not
be under any obligation or restriction regarding the sale of Your email
information to any third parties for any purpose. Moreover, You agree
that Your request, authorization and permission to the Company send You
such materials and communications herein shall continue to be in effect
unless and until You notify the Company that You wish to be deleted from
the Company's email list, in which case, You acknowledge and agree that
the Company shall be obligated only to delete You from its email list and
not the email list(s) of any third parties regardless of how such parties
obtained Your email information through the Company. You acknowledge and
agree that You will need to contact such third parties to be deleted from
their email list(s). If You do not wish to receive advertising email from
Company CLICK HERE.

17(a)Opt-out and Cancellation Provisions. At
any time, You may opt out of future e-mailings and cancel Your receipt of
e-mails from the Company by clicking the unsubscribe link at the bottom
of the e-mail advertisement sent to You by the Company or by sending an
e-mail cancellation request here.

17(b)Acknowledgment of Privacy Policy.
You hereby acknowledge the Company's PRIVACY POLICY and
waive any claims against the Company that arise out of in relation to any
matter relating thereto.

17(c)No Actions Resulting From Registration
In "No Contact" Registries. You hereby agree that You will
not bring any action against Company, any Website Content Providers, or
any of the Website's affiliates or any of any of the aforementioned parties'
principals, employees or agents as a direct or indirect consequence of
Your registration of an email address, mailing address, telephone number
or other contact point with any governmental "do not email" registry
with respect to any such contact point You have provided to the Company
and/or one or more Website Content Providers after indicating that You
have given the Company and/or such Website Content Providers permission
to send You email, e.g., as You have done so in this Agreement above.
You agree to indemnify the Company and Website Content Providers, the Website's
affiliates and all their agents for any and all expenses and damages that
result from any and all breaches of this subparagraph 14.3 and for any
actions against Company, Website Affiliates, and/or any Website Content
Providers that result from the Company and/or one or more Website Content
Providers or affiliates sending You email that You have requested or authorized
the Company, its affiliates and/or one or more Website Content Providers
or affiliates to send You.

18. USE OF THE WEBSITE TO COMMUNICATE WITH OTHER USERS, WEBSITE
AFFILIATES OR WEBSITE CONTENT PROVIDERS. The Company does not
endorse, encourage, recommend or arrange personal or social communications
or meetings among users of the Website or between a user and any individual
Website affiliate or a user and any Website Content Provider. You are
expected to use common sense and take appropriate measures and precautions
to insure Your own personal safety and privacy in the event that You choose
to communicate with, or meet with any person with whom You have communicated
through the use of any public areas or chat areas of the Website, if any,
or through materials provided by the Company, a Website affiliate or any
Website Content Provider. You acknowledge and agree that Company shall
not be held responsible in any way for the outcome of any contact or meeting,
whether in person, by telephone or any other means, resulting from advertisements
placed or responded to, or messages or communications sent or received
by other Website users, Website affiliate, any Website Content Provider,
or through any use, directly or indirectly, of the Website. You further
acknowledge and agree that the Company does not screen any communications
between Website affiliates or Content Providers and Website users and the
Company has no control over such communications and makes no representations
or warranties with respect to the character, veracity, age, health or any
other attribute of any Website Content Providers, any affiliate or any
other users of the Website, including any person who places any advertisements,
profiles or notices on or in association with the Website.

18(a)No Inappropriate Communications By
You. The Company may in its discretion provide a service that enables
authorized Users to communicate with or otherwise share information with
other Users or persons who offer to provide a service to Users, such as
Website Content Providers, including performers, or to post information
at, in or on the Website. If the Company provides such service and if You
make use of the service, You agree that You will not post, submit, publish,
display, disseminate, or otherwise communicate any defamatory, libelous,
inaccurate, abusive, threatening, offensive, fraudulent, obscene, lewd,
excessively violent, harassing or otherwise objectionable or illegal material
or any material which would violate or infringe the copyright, trademark,
rights of publicity, privacy rights or other rights of any person. You
acknowledge that transmission of such material or any material that violates
any federal, state, or local law in the United States or anywhere else
in the world, is strictly prohibited by the Company and You further agree
that any transmission of such material by You shall constitute a material
breach of this Agreement entitling Company, without notice and without
any liability for damages or reimbursement to You, to immediately terminate
Your rights to access to the Website.

18(b)You Are Responsible For Any Inappropriate
Communications. You acknowledge and agree that You, and not the Company,
shall be solely responsible and liable for all damages, liability or other
consequences, foreseen or unforeseen, of all information which You submit,
publish, display, disseminate or otherwise communicate through the Website
even if a claim for damages or liability should arise after termination
of service.

18(c)No Confidential Communications; Communications
In Chat Room Or Public Areas Not Private. You acknowledge and agree
that all messages or content posted by You or others in any Chat rooms
or public areas which may be provided on the Website shall be deemed to
be readily accessible to the general public and consequently should not
be considered private, confidential or proprietary. Consequently, You should
not use the Website for any communication which You intend only You and
the intended recipient(s) to read. Notice is hereby given that all messages
entered into this Website can and may be read by the operators of the Website,
whether or not they are the intended recipient(s). All messages and other
communications by You shall not be deemed to be private or secure. You
acknowledge that You have hereby been informed and noticed that any and
all messages and other communications which You submit to Company or any
other person in association with the use of the Website directly or through
the Website can be read by the operators and/or other agents of Company
whether or not they are the intended recipient(s).

18(d)Company Does Not Monitor Your Communications. Although
we do not assume the duty or obligation to monitor any messages or other
materials posted or uploaded to the Website by third parties, including
You, we reserve the right but not the obligation, in our sole and absolute
discretion, to monitor any and all materials posted or uploaded to the Website
by third parties, including You, at any time without prior notice to ensure
that they conform to any content guidelines or policies of the Website which
may be applicable from time to time.

18(e)Company Reserves Right To Delete
Your Communications. Although we do not assume the duty or obligation
to monitor any messages, advertisements or other materials posted or uploaded
to the Website by third parties, including You, and are not responsible
for any content of these materials, we reserve the right, in our sole and
absolute discretion, but are not obligated, to delete, move, or edit messages
or materials, including without limitation advertisements and public postings,
without notice, that we, in our sole discretion, deem to violate the Code
of Conduct of the Website or any applicable content guidelines adopted
from time to time by the Website, or to be otherwise unacceptable.

18(f)You Are Responsible For Any Content
You Transmit. You acknowledge and agree that You shall remain solely
responsible for the content of messages and other materials You may upload
to the Website, to Website Content Providers or affiliates, or to other
Users of the Website. You further acknowledge and agree that You shall
remain solely responsible for any information You send, display, or receive
through the Website even if a claim should arise relating thereto after
termination of service.

19. DISCLAIMER AND LIMITATION OF LIABILITY REGARDING WEBSITE CONTENT
PROVIDERS, COMPANY AFFILIATES, OTHER WEBSITE USERS AND OTHER THIRD PARTIES.

19(a)Use "As Is". You acknowledge
and agree that Company shall not be held responsible or liable for the quality,
legality, or any other matter regarding Content that is made available to
You on or in association with the Website by Website Content Providers,
the Company's affiliates, any Website Users or any other third parties.

19(b)No Guarantee Of Accurate Communication. You
further acknowledge that You understand that we do not guarantee or vouch
for the accuracy or truthfulness of any messages, communication, information
or content of any kind which has been posted, uploaded or provided by other
users of the Website, including without limitation any and all performers
and advertisers, and that consequently You release the Company from any
and all liability and responsibility in connection verifying, the accuracy
of any such messages, communication, information or content of any kind
provided by other Users of the Website.

19(c)Company Does Not Screen Advertisers. You
acknowledge and understand that we do not screen, endorse, monitor, control,
investigate, supervise or verify any advertisements or communications submitted
to the Website by Website Content Providers, affiliates or other third-party
licensees, advertisers, or users of the website for electronic dissemination
through the Website. You are therefore cautioned and advised to use Your
own judgment to evaluate all advertisements and other communications available
at or through the use of the Website prior to purchasing goods and/or services
described at the Website or otherwise responding to any communication at
the Website.

19(d)Access To Third-Party Materials. Some
of the materials that You might access via hyperlinks at the Website will
connect You to third-parties, or to third-party Websites that may provide
content to the Website via hyperlinks. We have no editorial control or supervision
over selection or display of such content provided by those third parties
or those third-party Websites and those parties are solely responsible and
liable for all such content.

19(e)No Warranty Regarding Information
Security. You acknowledge that You understand that we cannot ensure
nor do we make any representations or warranties regarding the security
or privacy of information that You voluntarily provide to the Company,
Website Content Providers, affiliates or any other website users and that
You release the Company and its directors, officers, employees, independent
contractors, advertisers, affiliates, suppliers, agents and attorneys,
and their successors and assigns from any and all liability and responsibility
in connection with the use of such information.

19(f)Release. You hereby release
Company and its directors, officers, employees, independent contractors,
advertisers, affiliates, suppliers, agents and attorneys, and their successors
and assigns from any and all liability and responsibility in connection
with the Content and all other information, messages, communication or other
materials You may receive from the Company, Website affiliates or Website
Content Providers.

20. NO REPRESENTATION, GUARANTEE OR WARRANTY THAT WEBSITE OR CONTENT
ASSOCIATED THEREWITH IS FREE OF HARMFUL OR MALICIOUS CODE. You
understand that neither Company, Website affiliates nor any Website Content
Providers represent, guarantee or warrant that either the Website or any
Content or any other files You may access at, in or through, or download
from the Website any Website linked to Website or any affiliated website
will be free of viruses, worms, Trojan horses or other code that may manifest
contaminating or destructive properties ("Harmful Code"). You
are responsible for implementing sufficient procedures and checkpoints
to satisfy Your particular requirements for accuracy of data input and
output, protection of Your computer(s) and for maintaining a means of reconstructing
data that You might lose because of Harmful Code. Neither the Company,
Website affiliates nor any Website Content Providers assume any responsibility
or risk associated with the possibility of damage to Your computer(s) or
any other devices through Your use of the Website or any Content or other
materials You may obtain in association therewith.

21. DISCLAIMERS; NO WARRANTIES; YOUR USE OF THIS SITE IS AT YOUR
OWN RISK. You hereby agree that the use of the all materials,
features, functions and all other goods and services provided to You by
the Company, and the use of any and all Content provided by Website Content
Providers and affiliates are provided to You on an "as is" basis,
without warranties of any kind, including, without limitation, warranties
regarding the availability, accuracy, or content of materials, information,
product or services, or warranties of merchantability, fitness for a particular
purpose, title or non-infringement, and Company and Website Content Providers
and affiliates expressly disclaim all such warranties. Neither the Company,
Website affiliates nor any Website Content Providers warrant that the functions
of the Website or Content provided by any of the aforementioned parties
nor does the Company warrant that any other materials available in, at,
through or in association with, the Website will be uninterrupted or error-free,
or that any discovered defects will be corrected. Under no circumstances
and under no cause of action or legal theory, shall Company, Website affiliates,
Website Content Providers or any of the Company's suppliers, licensees,
resellers, affiliates or their suppliers, licensees or resellers be liable
to You or any other person for any indirect, special, incidental, or consequential
damages of any character including, without limitation, damages for loss
goodwill, work stoppage, computer failure or malfunction, or any and all
other commercial damages resulting from any viruses, worms, Trojan Horses
or other destructive software or materials, or communications by You or
other users of the Website, or from any use of Content or any use of the
Website whatsoever. This disclaimer of warranty constitutes an essential
part of this Agreement. Some states do not allow exclusions of an implied
warranty, so if for any reasons the choice of law provisions of this Agreement
are deemed not to apply to this Paragraph, this disclaimer may not apply
to You and You may have other legal rights that vary from state to state
or by jurisdiction.

22. LIMIT OF COMPANY'S, WEBSITE CONTENT PROVIDERS'
AND WEBSITE AFFILIATES' LIABILITY. Notwithstanding the limitations
of liability above, You also agree that as a material condition to Your
obtaining the license to use the Website set forth herein, and to access
Content made available to You by Website Content Providers and/or affiliates,
You agree that any and all liability that might be attributable to the
Company, Website Content Providers or Website affiliates, or to any of
their directors, officers, employees, independent contractors, advertisers,
affiliates, suppliers, agents and attorneys, and their successors and assigns
that directly or indirectly results from Your use of the Website and/or
Website Content Providers' or affiliates' Content, including, without
limitation, any failure of performance, error, omission, interruption,
deletion, defect, delay in operation or transmission, communications line
failure, theft or destruction or unauthorized access to, alteration of,
or use of records, whether for breach of contract, negligence or under
any other cause or action, shall be strictly limited to the lesser amount
of (1) the license fee paid by You for access to the Website or for the
Content You accessed at the Website or (2) fifty dollars ($50.00). Some
states do not allow the limitation or exclusion of liability for incidental
or consequential damages. Regardless of whether such limitation or other
limitation of the scope of this limitation of liability or other limitation
of liability set forth in this Agreement should apply to You, You acknowledge
and agree that it is the express intent of the parties hereto that the
limitations of liability set forth in this paragraph and elsewhere in this
Agreement shall be construed to be as broad as is permissible under applicable
law.

23. WAIVER OF SECTION 1542. With respect to the releases
of liability set forth in this Agreement, You hereby acknowledge that You
have been advised by Your independent counsel or You otherwise understand
the consequences of entering into the general release and discharge of all
known and unknown Claims as set forth in this Agreement, and that You are
familiar with the provisions of Section 1542 of the California Code, which
currently provides that:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR.

You hereby expressly waive any and all rights under Section 1542 and under
any other federal or state statutes or laws of similar effect. Notwithstanding
the foregoing, however, nothing herein shall be construed or operate to
limit any obligation, duty, warranty or other responsibility set forth in
this Agreement, in any way.

24. COOPERATION WITH LAW ENFORCEMENT. The Company, Website
affiliates and all Website Content Providers independently reserve the right
to fully cooperate with any and all law enforcement authorities and court
orders requesting or directing Company, Website Affiliates and/or Website
Content Providers to disclose the identity or other information regarding
any person who is using or has used the Website or has obtained any Content
available through or in association with Website. By accepting this Agreement
and using the Website, You waive and hold harmless Company, Website affiliates,
Website Content Providers and the operators of Website from any and all
claims resulting from any and all actions taken by any of the foregoing
during, or as a result of any law enforcement authority's investigations.

25. NOTICES TO COMPANY OR USER NOTICES. from
the Website to authorized Users may be given by means of electronic messages
or by general posting on the Website. Communications from You to the Company
may be made by electronic messages or conventional mail, unless otherwise
specified in the Agreement. All questions, complaints, and notices to Company
by means of electronic mail must be sent to Customer Service at customersupport@vsmedia.com

26. INDEMNIFICATION. You agree to be personally liable
and fully indemnify the Company and its successors and assigns for any and
all damages directly, indirectly and/or consequentially resulting from any
attempted or actual unauthorized downloading or other duplication of Materials
from the Website by You alone, or with, or under the authority of, any other
person(s), including, without limitation, any governmental agency(ies),
wherein such damages include, without limitation, all direct and consequential
damages directly or indirectly resulting from unauthorized downloading of
Materials from the Website, including attorneys fees. You agree to be personally
liable for any breach of this Agreement by You. You also agree to fully
indemnify the Company and the Company's directors, officers, employees,
independent contractors, advertisers, affiliates, suppliers, agents and
attorneys, and their successors and assigns for any and all damages directly,
indirectly and/or consequentially resulting from any breach of this Agreement
by You.

27. JURISDICTION/VENUE. You agree that by accessing the
Website You are submitting Yourself to jurisdiction and venue in the State
of California, County of Los Angeles, and You agree that said County and
State shall have the sole and exclusive jurisdiction as to any and all disputes
arising out of or relating to Your use of the Website, or this Agreement.

28. NO WARRANTIES; LIMITATIONS ON COMPANY'S LIABILITY. YOU
HEREBY AGREE THAT THE MATERIAL, AND ALL OTHER SERVICES PROVIDED TO YOU BY
COMPANY, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES
OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY, ACCURACY,
OR CONTENT OF MATERIAL.

29. ENTIRE AGREEMENT. This Agreement in association with
any and all agreement(s) You may have or enter into in future with Company,
Website Content Providers and/or Website affiliates regarding Content provided
to You at, in or through the Website, or in association with services provided
by the Company, contains the entire agreement between You and the Company
regarding Your access to, and use of, the Website, Content, and all other
materials and services available in, at, through or in association with,
the Website, and all features and functionality directly and indirectly
related to the Website. This Agreement supersedes all prior written and
oral understandings, writings and representations, including those, if any,
made by any third party or other person. This Agreement may be amended
at any time by the Company by updating the online version of this Agreement
on the VideoSecrets® website or at .

30. UNENFORCEABILITY OF PROVISIONS. You and Company
agree that if any provision of this Agreement is held to be unenforceable
for any reason, such provision shall be reformed only to the extent necessary
to make it enforceable and all other portions of this Agreement shall remain
in full force and effect (i.e., if any part of this Agreement is unlawful,
void or otherwise unenforceable, only that part will be deemed severable
and, such severance will not affect the validity and enforceability of any
and all the remaining provisions).

31. NON-WAIVER. You acknowledge and agree that the failure
of the Company or any the Website Content Providers or affiliates, or any
of either's assignees or successors, to enforce any of the specific provi­sions
of this Agreement shall not comprise a waiver of, or preclude or prevent
any later, further or other enforce­ment of such provision(s), or any other
provision(s), or waive, preclude, prevent or diminish the exercise of any
other right hereunder.

32. AFFIRMATION OF AGREEMENT; ACKNOWLEDGEMENT THAT YOU HAVE READ
THIS ENTIRE AGREEMENT. By clicking on a link intended to signify
Your agreement to this Agreement, for example, by clicking the acceptance
button, by continuing to access the Website and/or any service or other
functionality available in, on, at or through the Website available at,
in or through the Website, or by obtaining Content from any Website Content
Providers, You agree that You are acknowledging and affirming that You
have read this entire Agreement and that You agree to all its terms, conditions,
warranties and other provisions. You further agree that Your acknowledgment
and agreement to the entirety of this Agreement is reaffirmed by authorizing
the use of Your credit card for payment of charges for Content and each
time You access any restricted part of the Website.

33. NO AUTHORIZATION TO ACQUIRE CONTENT OR USE ADULTS ONLY PARTS
OF THE WEBSITE WITHOUT FULL AGREEMENT. You acknowledge and agree that unless
You expressly agree with all the terms of this Agreement, You will not
be authorized to access the Company's or the Company's agent's computers
or servers to download or otherwise use the Website, to acquire access
to the "adults only" portions of the Website, to use any services
offered or otherwise provided by or through the Website or to acquire any
kind of Content from the Company, any Websie affiliates or any Website
Content Providers.

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